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Client Acgreement
This Client Agreement(the"Agreement"),effected as of the date noted in the attached Schedule A(the"Effective Date"),is by and between TargetSolutions
Leaming,LLC.("TSL"),a Delaware limited liability company,and the undersigned client("Client"),and governs the purchase and ongoing use of the services
described in this Agreement(the"Services").
1. Services. TSL shall provide the following or technology, the course content, and the damages, shall not exceed the amount of the
Services provided by TSL, as well as any and total fees due to,or already paid to,TSL for the
services; all suggestions, ideas, enhancement requests,g9 q preceding twelve(12)months.
1.1. Access. TSL will provide Client a non- feedback, recommendations or other
exclusive, non-transferable, revocable, limited information provided by Client, and this 7.2. Indemnification. TSL shall indemnify and
license to remotely access and use the Services Agreement does not convey to Client any rights hold Client harmless from any and all claims,
hereunder and, unless prohibited by law, will of ownership to the same. The TSL name and damages, losses and expenses, including but
provide access to any person designated by logo are trademarks of TSL, and no right or not limited to reasonable attorney fees, arising
Client("Users"). license is granted to Client to use them, out of or resulting from any third party claim that
the Services or any component thereof infringes
1.2. Availability. TSL shall use commercially 4.2. Except as otherwise agreed in writing or to or violates any intellectual property right of any
reasonable efforts to display its content and the extent necessary for Client to use the person.
coursework for access and use by Client's Users Services in accordance with this Agreement,
twenty-four (24) hours a day, seven (7) days a Client shall not: (P) copy the course content in 7.3, Assignment. Neither party may assign or
week, subject to scheduled downtime for routine whole or in part; (ii) display, reproduce, create delegate its rights or obligations pursuant to this
maintenance, emergency maintenance, system derivative works from, transmit, sell, distribute, Agreement without the prior written consent of
outages and other outages beyond TSL's control. rent, lease, sublicense, transfer or in any way the other, provided that such consent shall not
exploit the course content in whole or in part; be unreasonably withheld. Notwithstanding the
1.3. Help Desk. TSL will assist Users as needed (iii) embed the course content into other foregoing,TSL may freely assign or transfer any
on issues relating to usage via e-mail, and a toll or all of its rights without Client consent to an
free Help Desk five (5) days per week at products; (iv) use any trademarks, service affiliate, or in connection with a merger,
scheduled hours. marks,domain names,logos,or other identifiers acquisition, corporate reorganization, or sale of
of TSL or any of its third party suppliers; or(v)
2. Client's Obligations. reverse engineer, decompile, disassemble, or all or substantially all of its assets.
2.1. Compliance. Client shall be responsible for access the source code of any TSL software. 7.4. Force Majeure. TSL shall have no liability
Users' compliance with this Agreement, and use 4.3. Client hereby authorizes TSL to share any for any failure or delay in performing any of its
commercially reasonable efforts to prevent intellectual property owned by Client ("User obligations pursuant to this Agreement due to,
unauthorized access to or use of the Services. Generated Content")that its Users upload to the or arising out of, any act not within its control,
Community Resources section of TSL's website including,without limitation,acts of God,strikes,
2.2. Identify Users.Client shall(i)provide a listing with TSL's 3rd party customers and users that lockouts, war, riots, lightning, fire, storm, flood,
of its designatedlenrolled Users; (ii) cause each are unrelated to Client ("Other TSL explosion,interruption or delay in power supply,
of its Users to complete a profile; (iii) maintain Customers"); provided that TSL must provide computer virus, governmental laws or
user database by adding and removing Users as notice to Client's users during the upload regulations.
appropriate. process that such User Generated Content will 7.5. No Waiver. No waiver, amendment or
2.3. Future Functionality. Client agrees that its be shared with such Other TSL Customers. modification of this Agreement shall be effective
purchases hereunder are neither contingent on 5. Term. unless in writing and signed by the parties.
the delivery of any future functionality or features
nor dependent on any public comments regarding The term of this Agreement shall commence on 7.6. Insurance Requirements. TS shall procure
future functionality or features. the Effective Date, and will remain in full force the following required insurance coverage at its
and effect for the term indicated in Schedule A sole cost and expense. Certificate(s) of
3. Fees and Payments. ("Term") insurance shall be furnished to Client prior to
Fees. Client will pay far the i this Agreement becoming effective. Such
Services in 6. Mutual Warranties and Disclaimer.
accordance with the fee schedule n Schedule A iinsurance coverage, in the minimum limits as
fied below, shall be maintained during the
attached to this Agreement. 6.1. Mutual Representations & Warranties specterm of this Agreement and shall name Client as
3.2. Payments. All fees due under this Each party represents and warrants that it has an additional named insured. Failure to comply
Agreement must be paid in United States dollars. full authority to enter into this Agreement and to with the insurance requirements shall place TS
Such charges will be made in advance,according fully perform its obligations hereunder, in default. Upon request by Client, TS shall
to the frequency stated in Schedule A. TSL will 6.2. Disclaimer. EXCEPT AS EXPRESSLY provide copies of any insurance policies to
invoice in advance, and such invoices are due PROVIDED HEREIN, NEITHER PARTY Client within ten (10)working days. Client may
net 30 days from the invoice date. All fees MAKES ANY WARRANTIES OF ANY KIND, periodically review the minimum limits of TS's
collected under this Agreement are fully earned WHETHER EXPRESS, IMPLIED,STATUTORY policies for the required insurance coverage. In
when due and nonrefundable when paid. OR OTHERWISE, INCLUDING ANY the event of a change in the minimum limits,TS
WARRANTIES OF MERCHANTABILITY OR shall inform Client of such change by giving
3.3. Suspension of Service for Overdue FITNESS FOR A PARTICULAR PURPOSE,TO written notice to Client no less than sixty (60)
Payments. Any fees unpaid for more than ten THE MAXIMUM EXTENT PERMITTED BY days prior to the effective date of such change.
(10)days past the due date shall bear interest at APPLICABLE LAW. All said policy or policies shall provide that
1.5% per month. With fifteen (15) days prior Client shall be given thirty (30) days written
written notice, TSL shall have the right, in 7. Miscellaneous. notice prior to cancellation or expiration of the
addition to all other rights and remedies to which 7.1.Limitation on Liability.Except as it relates to policy or material change or reduction in
TSL may be entitled, to suspend Client's Users' claims related to Section 4 or Section 7.2 of this coverage.
access to the Services until all overdue payments Agreement, (a)in no event shall either party be
are paid in full. liable to the other,whether in contract,warranty, a.Worker's Compensation Insurance. TS
tort (including negligence) or otherwise, for shall provide and maintain for all employees
special, incidental, indirect or consequential of TS engaged in work under this agreement
4. Intellectual Property Flights. damages(including lost profits)arising out of or
in connection with this A Workers'Compensation insurance as
4.1. Client acknowledges that TSL alone(and its Agreement; and (b)the required by Labor Code Section 3700. TS
licensors, where applicable) shall own all rights, total liability of either party for any and all
title and interest in and to TSL's software,website damages, including, without limitation, direct shall be responsible for Workers'
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Workers'Compensation insurance as required court of competent jurisdiction,such provision
by Labor Code Section 3700. TS shall be shall be of no force or effect;but the
responsible for Workers'Compensation remainder of this Agreement shall continue in
Insurance for any subcontractor who directly or full force and effect.
indirectly provides services under this
agreement. 7.8.Entire Agreement.This Agreement and
its exhibits represent the entire understanding
b.Comprehensive General Liability Insurance. and agreement between TSL and Client,and
supersedes all other negotiations,proposals,
Minimum coverage of$1,000,000 combined understandings and representations(written
single limit to include: or oral)made by and between TSL and
Client.
Premises/Operations
Independent Contractors
Products/Completed Operations
Blanket Contractual
Broad Form Property Damage Endorsement
c.Professional Liability Insurance
Minimum limit of$1,000,000 per occurrence.
7.7.Severability. If any provision of this
Agreement is found to be contrary to law by a
IN WITNESS WHEREOF,the parties have executed this Agreement as of the last date set forth below.
City of Redlands,California
TargetSolutions Learning, LLC City of Redlands
By: .0 By:
, (�Zj a) /�a. —
Print Name Philip Coons Print Name PAUL W. FOSTER
Title Regional Sales Director Title MAYOR
Date 12/2/15 Date DECEMBER 15, 2015
Attest:
By
Print Name SAM IRWIN
Title CITY CLERK
Date DECEMBER 15, 2015
Page 2
Schedule A
Proposal To:
City of Redlands,CA
ATTN: Rejo Mathew,Risk/Safety Analyst
35 Cajon St.Suite 10
Redlands,CA 92373
(909) 798-7514 Ext. 1728
rmathew@cityofrediands.org
Contact Name: Rejo Mathew, Risk/Safety Analyst
Client Address: 35 Cajon St.Suite 10,Redlands,CA 92373
Client Phone: (909) 798-7514 ext.1728
Effective Date: December 16th,2015
Term:
Pro-Rate year 1 term (6.5 months)with(2)additional annual terms with annual payments
Fee Schedule.
December 16, 2015-July 1,2016:$14,142.65
Included in the fee above:
• $45.00 per user license fee pro-rated down to$24.37
• $395.00 annual maintenance fee pro-rated (6.5 months)to$213.95
• $1,500.00 one-time setup and implementation fee
July 2, 2016-July 1,2017:$23,345.00($22,950.00+395.00 annual maintenance fee)
July 2, 2017 -July 1,2018: $23,918.75($23,523.75+$395.00 annual maintenance fee)
Coverage Details:510 Licenses for all employees of the City of Redlands.
Each named department(General City,l=ire& EMS, Law Enforcement,Water/Public Utilities)within the City of Redlands will have
access to a TargetSolutions Risk Management platform; industry specific premium applications to be included.TargetSolutions
OSHA, HR, Driving, Fire & EMS, Law Enforcement and Water/Public Utilities online courses will be available in each platform
respectively.
By signing the Client agreement,you are 1)agreeing to the pricing and terms presented in this proposal; 2)agreeing you have
read and accept the Client Agreement and License terms